What Happens If I Offer Or Sell
An Unregistered Security?
In Arizona, whether you mean to or not, if you offer or sell an unregistered security that does not qualify for an exemption from registration, you have violated the Arizona Securities Act. A.R.S. § 44-1841 requires the registration of securities before they may even be offered for sale in Arizona.  Additionally, A.R.S. § 44-1842 requires the persons making the offers to register.
The Arizona Corporation Commission may bring an administrative action against you for violation of the Arizona Securities Act.  The Commission has the authority to order you to cease and desist, pay penalties, and pay restitution. The Commission may also bring a civil action against you in the Maricopa County Superior Court or in federal court.  Additionally, violation of the registration provisions is a class four felony.  The Commission may refer the matter to a county attorney, the attorney general, or the United States attorney for criminal proceedings. A.R.S. § 44-2032.
The information provided on this web site is not comprehensive, is not offered as legal advice, and is not a substitute for competent legal counsel.  The Securities Division recommends that you consult with a securities attorney.